Corinthian Pharmaceutical v. Lederle

In the 1980s, Lederle Laboratories ("Lederle") (defendant) manufactured a DTP vaccine.

Corinthian Pharmaceutical Systems, Inc. ("Corinthian") (plaintiff) bought medications from suppliers & distributed them.

Lederle provided price lists to customers, yet customers were advised that these prices weren't offers.

Lederle regularly sold DTP vaccines to Corinthian. In early 1986, the price was $51/vial. In a letter to its customers on May 19th 1986, Lederle announced a price hike for the DTP vaccine to $171/vial. Right before this announcement, Corinthian placed an order with Lederle for 1,000 vial of DTP at $64.32/vial.

On June 3rd 1986, Lederle invoiced Corinthian for 50 DTP vials at $64.32/vial. Lederle informed Corinthian that the remaining 950 vials would be available at $171/vial if Corinthian was still interested.

Corinthian (buyer; plaintiff) sued Lederle (manufacturer) in a federal district court diversity action. Corinthian sought to buy the remaining 950 vials at $64.32/vial.

Does a non-conforming shipment of goods, accompanied by a notice that the shipment is offered as an accommodation, constitute an acceptance, thus creating a contract.

A non-conforming shipment of goods, accompanied by a notice that the shipment is offered as an accommodation, isn't an acceptance of an order.

So, a contract wasn't created in this case.

Summary judgment for Lederle

Judge McKinney: The UCC makes clear that price lists don't normally constitute offers. An order does constitute an offer to purchase goods.

UCC Section 2-207: An acceptance needn't mirror the offer precisely.

• Lederle has been acquired by Pfizer.
• Contracts_Farnsworth/Outline#Chapter_2:_Creating_Contractual_Obligations:_Offer_and_Acceptance